DEF 14A of Zimmer Biomet Holdings, Inc., Apr 1, 2026

DEF 14A of Zimmer Biomet Holdings, Inc.

Filed Apr 1, 2026 · FY20250001193125-26-135661

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The following table provides summary information about each of the 10 director nominees. Each director is elected annually by a majority of votes cast.

  2. Our Director Nominees

    | Name Principal Occupation | Age | Director Since | Independent | Other Public Boards | Committee Memberships | | | | | | | | | | A | C&MD | CG | QR&T | | Betsy J. Bernard Retired President, AT&T Corp. | 70 | 2009 | ✓ | — | ✓ | | Chair | | | Michael J. Farrell * Chair and CEO, ResMed Inc. | 53 | 2014 | ✓ | 1 | | ✓ | | ✓ | | Robert A. Hagemann Retired Senior VP & CFO, Quest Diagnostics Incorporated | 69 | 2008 | ✓ | 2 | ✓ | | ✓ | | | Arthur J. Higgins Operating Advisor to Abu Dhabi Investment Authority | 70 | 2007 | ✓ | — | | ✓ | | ✓ | | Maria Teresa Hilado Retired Executive VP & CFO, Allergan plc | 61 | 2018 | ✓ | 2 | Chair | | ✓ | | | Syed Jafry Retired SVP & President, Regions, Thermo Fisher Scientific Inc. | 62 | 2018 | ✓ | — | | Chair | | ✓ | | Sreelakshmi Kolli EVP, Chief Product and Digital Officer, Align Technology, Inc. | 51 | 2021 | ✓ | 1 | ✓ | | | Chair | | Devdatt Kurdikar Chairman, President & CEO, Embecta Corp. | 57 | 2024 | ✓ | 1 | | ✓ | ✓ | | | Louis A. Shapiro Senior Advisor, General Atlantic Retired President & CEO, Hospital for Special Surgery | 66 | 2024 | ✓ | 1 | ✓ | | | ✓ | | Ivan Tornos Chairman, President & CEO, Zimmer Biomet Holdings, Inc. | 50 | 2023 | x | 1 | | | | |

  3. Our Director Nominees

    | A: Audit | C&MD: Compensation & Management Development | CG: Corporate Governance | QR&T: Quality, Regulatory & Technology | | | *: Lead Independent Director | | |

  4. Our Director Nominees

    Demographic information is self-reported by directors in their annual directors’ and officers’ questionnaires. Demographic data is not standardized and director responses are not required.

  5. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  6. DIRECTOR NOMINEES

    | | | | President of AT&T Corp. from October 2002 until her retirement in December 2003. From April 2001 to October 2002, Ms. Bernard was Chief Executive Officer of AT&T Consumer. Prior to joining AT&T, Ms. Bernard held senior executive positions with Qwest Communications International Inc., US WEST, Inc., AVIRNEX Communications Group and Pacific Bell. Ms. Bernard received a B.A. degree from St. Lawrence University, an MBA from Fairleigh Dickenson University and an M.S. in management from Stanford University’s Sloan Fellowship Program. Other Public Board Memberships • Past director of Principal Financial Group, Inc. (until June 2020) • Past director of SITO Mobile, Ltd. (until June 2017) Other Relevant Experience • Director of LEAP Guarantee Skills and Qualifications Betsy J. Bernard’s past experience in senior executive roles with leading global telecommunications companies, including her service as President of AT&T Corp., has provided her with expertise in financial management, brand management, marketing, enterprise sales, customer care, operations, product management, electronic commerce, executive compensation, strategic planning and mergers and acquisitions. Ms. Bernard’s experience has led our Board to determine that she is an “audit committee financial expert” as that term is defined in SEC rules. She has served for more than 25 years as a director of other public companies, including service as chair of the board and lead independent director, and she has experience chairing the nominating and governance committees of several public company boards, including ours. | Lead Independent Director of the company since May 2025. Chairman of ResMed Inc. since January 2023 and Chief Executive Officer of ResMed Inc. since March 2013. Prior to his appointment as Chief Executive Officer, Mr. Farrell served as President, Americas for ResMed from 2011 to 2013. He was previously Senior Vice President of the global business unit for sleep apnea therapeutic and diagnostic devices from 2007 to 2011, and before that he held various senior roles in marketing and business development. Before joining ResMed in September 2000, Mr. Farrell worked in management consulting, biotechnology, chemicals and metals manufacturing at Arthur D. Little, Sanofi Genzyme, Dow Chemical and BHP. Mr. Farrell holds a bachelor of engineering, with first-class honors, from the University of New South Wales, a master of science in chemical engineering from the Massachusetts Institute of Technology and an MBA from the MIT Sloan School of Management. Other Public Board Memberships • ResMed Inc. Other Relevant Experience • Director and Chairman of the Board of Directors, AdvaMed Skills and Qualifications Michael J. Farrell’s service as Chairman and CEO of ResMed Inc., a global leader in the development, manufacturing, distribution and marketing of medical products for the diagnosis, treatment and management of respiratory disorders, provides him with significant experience leading a highly regulated, global medical device company. Mr. Farrell is spearheading the company’s expansion into emerging markets and its investments in connected health and digital health, major growth initiatives for ResMed that fit well with our own plans for global growth. In his prior roles, Mr. Farrell led ResMed’s M&A and alliance creation activities, as well as the marketing function. In addition, during his tenure with ResMed, Mr. Farrell has gained domestic and international P&L experience, first as head of the company’s major global business unit, and then as President, Americas. Mr. Farrell’s experience has given him a strong understanding of key aspects of leading a highly regulated, global healthcare company such as ours, including financial management, business integration, strategic planning, operations, technology assessment and management, product innovation, new product launches and international expansion. |

  7. DIRECTOR NOMINEES

    | | | | Senior Vice President and Chief Financial Officer of Quest Diagnostics Incorporated until his retirement in July 2013. Mr. Hagemann joined Corning Life Sciences, Inc., a subsidiary of Quest Diagnostics’ former parent company, Corning Incorporated, in 1992, and held roles of increasing responsibility before being appointed Chief Financial Officer of Quest Diagnostics in 1998. Prior to joining Corning, Mr. Hagemann held senior financial positions at Prime Hospitality, Inc. and Crompton & Knowles, Inc. He was also previously employed by Arthur Young & Co., a predecessor company to Ernst & Young. Mr. Hagemann holds a B.S. in accounting from Rider University and an MBA from Seton Hall University. Other Public Board Memberships • Graphic Packaging Holding Company • Ryder System, Inc. Skills and Qualifications Robert A. Hagemann’s past experience as the CFO of Quest Diagnostics Incorporated, a leading provider of diagnostic testing information services, has given him financial management expertise, as well as significant experience in strategic planning, business development, business integration, operations, talent management and information technology. His experience as an executive in the healthcare industry and his financial acumen enable him to evaluate and understand the impact of business decisions on our financial statements and capital structure. Mr. Hagemann’s experience has led our Board to determine that he is an “audit committee financial expert” as that term is defined in SEC rules. He also serves, and has served for more than fifteen years, as a director of other public companies. | Operating Advisor to the Abu Dhabi Investment Authority since June 2021, and Deputy Chairman of the Board of UNION therapeutics A/S since July 2021. Previously, Consultant, Blackstone Healthcare Partners of The Blackstone Group from June 2010 until June 2021. Mr. Higgins served as non-executive chairman of the board of Assertio Holdings, Inc., successor issuer to Assertio Therapeutics, Inc., from May 2020 until December 2020. Prior to that, he served as President, Chief Executive Officer and a member of the board of directors of Assertio Therapeutics, Inc. from March 2017 until its merger with Zyla Life Sciences in May 2020. Previously, Mr. Higgins served as Chairman of the Board of Management of Bayer HealthCare AG from January 2006 to May 2010 and Chairman of the Bayer HealthCare Executive Committee from July 2004 to May 2010. Prior to joining Bayer HealthCare in 2004, Mr. Higgins served as Chairman, President and Chief Executive Officer of Enzon Pharmaceuticals, Inc. from 2001 to 2004. Prior to that, Mr. Higgins spent 14 years with Abbott Laboratories, most recently as President of the Pharmaceutical Products Division from 1998 to 2001. He graduated from Strathclyde University, Scotland and holds a B.S. in biochemistry. Other Public Board Memberships • Past director of Ecolab Inc. (until May 2025) • Past director of Assertio Holdings, Inc. (until December 2020) • Past director of Assertio Therapeutics, Inc. (until May 2020) • Past director of Endo International plc (until March 2017) Skills and Qualifications Arthur J. Higgins has extensive senior leadership experience in the global healthcare market. Through leadership positions with large healthcare developers and manufacturers in both the U.S. and Europe, he has gained deep knowledge of the healthcare market and the strategies for developing and marketing products in this highly regulated area. His knowledge and industry background allow him to provide valuable insight to our business. In addition, his perspective gained from years of operating global businesses and his background in working with high growth companies provide him experiences from which to draw to advise us on strategies for sustainable growth. Through his past executive positions, he has also gained significant exposure to enterprise risk management as well as quality and operating risk management necessary in a highly regulated industry such as healthcare. |

  8. DIRECTOR NOMINEES

    | | | | Executive Vice President and Chief Financial Officer of Allergan plc, a global pharmaceutical company, from December 2014 until her retirement in February 2018. Prior to joining Allergan, Ms. Hilado served as Senior Vice President, Finance and Treasurer of PepsiCo Inc. from 2009 until 2014. She previously served as Vice President and Treasurer for Schering-Plough Corp. from 2008 to 2009 and spent more than 17 years with General Motors Co. in leadership roles of increasing responsibility, including Assistant Treasurer from 2006 to 2008 and Chief Financial Officer, GMAC Commercial Finance LLC from 2001 to 2005. She began her career with Far East Bank and Trust Co. in Manila, Philippines. Ms. Hilado earned a Bachelor’s degree in Management Engineering from Ateneo de Manila University in the Philippines and an MBA from the University of Virginia Darden School of Business. Other Public Board Memberships • Campbell Soup Company • Galderma Group AG • Past director of H.B. Fuller Company (until December 2021) • Past director of PPD, Inc. (until December 2021) Other Relevant Experience • Director, Curia Global, Inc. • Director, Simtra (Baxter Pharmaceutical LLC) Skills and Qualifications Maria Teresa (Tessa) Hilado has more than three decades of demonstrated financial expertise in leading roles at several large, global corporations, including her past experience as CFO of Allergan plc, a global pharmaceutical company. She has extensive experience in global finance, treasury, tax, mergers and acquisitions, business development and investor relations, as well as experience in the healthcare, consumer packaged goods and automotive industries. Ms. Hilado’s experience has led our Board to determine that she is an “audit committee financial expert” as that term is defined in SEC rules. She has also served as a director of other public companies. | Retired Senior Vice President and President, Regions of Thermo Fisher Scientific Inc. from September 2017 through his retirement in March 2022. Mr. Jafry was responsible for all business geographies outside the U.S. He joined Thermo Fisher Scientific in March 2005 and served in numerous roles of increasing responsibility prior to being appointed to his last position. Mr. Jafry started his career at Glaxo Pharmaceuticals in London. Prior to joining Thermo Fisher Scientific, he served for 18 years at General Electric, where he held commercial, product management and general management roles in the U.S., Netherlands, Switzerland and China, most recently serving as President of GE Sensing Asia. He joined the board of directors of GTCR, LLC, a private equity firm, in 2022. Mr. Jafry holds a Bachelor’s degree in Mechanical Engineering from Lahore University in Pakistan, a Master’s degree in Mechanical Engineering from the University of Massachusetts and a Master’s certificate in Marketing and Management from Harvard University Extension School. Other Relevant Experience • Director, GTCR, LLC Skills and Qualifications Syed Jafry has more than three decades of global operations and management experience in executive roles at several large, global organizations, including as Senior Vice President and President, Regions of Thermo Fisher Scientific Inc., a world leader in serving science, supporting customers in pharmaceuticals, biotech, healthcare and other industries. Mr. Jafry’s experience has given him a strong understanding of key aspects of leading a global, highly regulated business such as ours, including expansion into emerging markets, financial management, strategic planning, operations, product innovation, new product launches and business integration. His knowledge and industry background allow him to provide valuable insight to our business. |

  9. DIRECTOR NOMINEES

    | | | | Executive Vice President, Chief Product and Digital Officer of Align Technology, Inc., a global medical device company (“Align”), since December 2023. Ms. Kolli is responsible for Align's product lifecycle, from product ideation and innovation, to engineering, product launch and product performance. This includes leading the product and engineering teams and defining the technology strategy and development of product software, consumer, customer, manufacturing and enterprise applications enabling the Align Digital Platform. Ms. Kolli has led Align’s global business transformation initiative aimed at delivering platforms and technology to support customer experience and simplified business processes across the company. She joined Align in June 2003 and has held positions of increasing responsibility, leading and transforming business operations and engineering. She was promoted to Vice President, Information Technology in December 2012, to Senior Vice President, Global Information Technology in February 2018, to Senior Vice President – Chief Digital Officer in April 2020, and to Executive Vice President, Chief Digital Officer, in February 2022. Prior to joining Align, Ms. Kolli held technical lead positions with Citadon and Accenture. She is a member of the board of directors of Intuitive Surgical, Inc. Ms. Kolli earned an M.S. degree in Computer Applications at the National Institute of Technology in Trichy, India and is a graduate of the Stanford Executive Program offered by the Stanford Graduate School of Business in California. Other Public Board Memberships • Intuitive Surgical, Inc. Skills and Qualifications Sreelakshmi Kolli’s service as Executive Vice President, Chief Product and Digital Officer of Align Technology, Inc., a publicly traded company that designs, manufactures and offers the Invisalign® clear aligner system, intraoral scanners and services, and exocad CAD/CAM software, has provided her with significant experience in a highly regulated global medical device company. In her senior leadership roles, Ms. Kolli has gained deep knowledge of digital and emerging technologies, operations, strategic planning, marketing, product innovation, financial management and data privacy trends. Her knowledge and industry background allow her to provide valuable insight to our business as we expand our portfolio of integrated digital and robotic technologies that leverage data, machine learning and artificial intelligence. | Chairman, President and Chief Executive Officer of Embecta Corp., a global medical device company (“embecta”), since February 2026, and President, Chief Executive Officer and director of embecta since its spinoff from Becton, Dickinson and Company (“BD”) in April 2022. Mr. Kurdikar was the Worldwide President of Diabetes Care at BD from 2021 until the spinoff. Prior to joining BD, Mr. Kurdikar was President and CEO of Cardiac Science Corporation from 2016 to 2019. Prior to that role, Mr. Kurdikar was the Vice President and General Manager, Men’s Health, within Urology and Pelvic Health at Boston Scientific Corporation (“Boston Scientific”) from 2015 to 2016. Mr. Kurdikar served in the same role at American Medical Systems (“AMS”) starting in 2013 and led the Men’s Health business through its carve-out, sale and integration into Boston Scientific. Before joining AMS, Mr. Kurdikar worked for 11 years with Baxter International, Inc., holding leadership roles of increasing responsibility in finance, strategy and integration, R&D planning and operations, ultimately serving as Vice President, Marketing, from 2011 through 2013. He began his career as a Senior Research Engineer at The Monsanto Company. Mr. Kurdikar holds a Bachelor in Chemical Engineering from the University of Bombay (India). He earned a Master of Science in Chemical Engineering from Washington State University, a Ph.D. in Chemical Engineering from Purdue University, and a Master of Business Administration from Washington University. In addition to serving on the embecta board, Mr. Kurdikar serves on the board of directors of AdvaMed. Other Public Board Memberships • Embecta Corp. Other Relevant Experience • Director of AdvaMed Skills and Qualifications Devdatt (Dev) Kurdikar is an experienced healthcare executive who brings extensive experience in the medical device industry and with medical device technology, including connected medical devices. As Chief Executive Officer of a global medical device company, Mr. Kurdikar also provides our Board with valuable insights on matters pertaining to, among others, global business, operations and manufacturing, consumer/retail, strategy and innovation, cybersecurity, risk and crisis management, investor relations and regulatory and compliance matters, as well as experience with institutional investors. |

  10. DIRECTOR NOMINEES

    | | | | Senior Advisor, General Atlantic since October 2023. President and Chief Executive Officer of the Hospital for Special Surgery (“HSS”), a leading academic medical center focused on musculoskeletal health, from October 2006 until his retirement in October 2023. Prior to joining HSS, Mr. Shapiro worked at Geisinger Health System from 2002 to 2006, serving in roles with increasing leadership scope and ultimately advancing to Executive Vice President and Chief Operating Officer of the Clinical Enterprise. He served as a senior healthcare expert and consultant at McKinsey & Co. from 1999 to 2002 and held positions in other hospitals and health systems from 1983 through 1999. Mr. Shapiro has a Bachelor of Science degree in psychology from the University of Pittsburgh and a Master’s degree in health administration from the University of Pittsburgh Graduate School of Public Health. Mr. Shapiro also has extensive healthcare and nonprofit board service, including serving as a founding member of the board of directors of RightMove Health, as President of Medical Indemnify Assurance Company, and as the board chairman of the Greater New York Hospital Association. Other Public Board Memberships • Steris PLC Other Relevant Experience • Chairman of the Board of Directors, PT Solutions Physical Therapy • Chairman of the Board of Directors, Alternate Solutions Health Network • Chairman of the Board of Directors, PeopleOne Health • Faculty, McKinsey & Company Bower Forum Skills and Qualifications Louis Shapiro led all strategic and operational aspects of HSS for over 17 years, leading its transformation from a boutique New York provider to a musculoskeletal healthcare system with more than 20 locations in four states that treats nearly 200,000 patients annually from all 50 states and more than 80 countries. Mr. Shapiro’s expertise spans from strategic innovation and service line development to technology integration, employee engagement and patient experience. He has served for more than 15 years as a director of not-for-profit and healthcare organizations, including service as Chairman of the Board. | President and Chief Executive Officer of the company and member of the company's Board of Directors since August 2023 and Chairman of the Board since May 2025. Previously, Mr. Tornos served as the Chief Operating Officer of the company since March 2021, as the company’s Group President, Global Businesses and the Americas from December 2019 until March 2021, and as Group President, Orthopedics from joining the company in November 2018 until December 2019. Prior to joining the company, Mr. Tornos served as Worldwide President of the Global Urology, Medical and Critical Care Divisions of Becton, Dickinson and Company (“BD”) (and previously, C. R. Bard, Inc. (“Bard”)) from June 2017 until October 2018. From June 2017 until BD’s acquisition of Bard in December 2017, Mr. Tornos also continued to serve as President, EMEA of Bard, a position to which he was appointed in September 2013. Mr. Tornos joined Bard in August 2011 and, prior to his appointment as President, EMEA, served as Vice President and General Manager with leadership responsibility for Bard’s business in Southern Europe, Central Europe and the Emerging Markets Region of the Middle East and Africa. Before joining Bard, Mr. Tornos served as Vice President and General Manager of the Americas Pharmaceutical and Medical/Imaging Segments of Covidien International from April 2009 to August 2011. Before that, he served as International Vice President, Business Development and Strategy with Baxter International Inc. from July 2008 to April 2009 and, prior to that, Mr. Tornos spent 11 years with Johnson & Johnson in positions of increasing responsibility. Other Public Board Memberships • PHC Holdings Corporation Skills and Qualifications Ivan Tornos' service as our Chairman, President and CEO, his prior service as our Chief Operating Officer, our Group President, Global Businesses and the Americas, and our Group President, Orthopedics, together with his past service as Worldwide President of the Global Urology, Medical and Critical Care Divisions of BD and Bard, have given him extensive experience in the medical device industry delivering transformative growth and leadership for large, highly regulated global enterprises. Mr. Tornos has significant experience in financial management, strategic planning, mergers and acquisitions, business integration, risk management and in dealing with the many regulatory aspects of our business. His deep knowledge and understanding of the medical device industry in general, and our global businesses in particular, enable him to provide crucial insight to our Board into strategic, management and operational matters. Mr. Tornos provides an essential link between management and the Board on management’s business perspectives. |

  11. STANDING COMMITTEE ASSIGNMENTS

    | COMPENSATION OF NON-EMPLOYEE DIRECTORS |

  12. 2025 Director Compensation Table

    2025 Director Compensation Table

  13. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Christopher B. Begley(4) | 120,000 | — | 15,546 | 135,546 | | Betsy J. Bernard | 125,000 | 205,000 | 19,258 | 349,258 | | Michael J. Farrell | 150,000 | 205,000 | 15,427 | 370,427 | | Robert A. Hagemann | 122,500 | 205,000 | 28,848 | 356,348 | | Arthur J. Higgins | 110,000 | 205,000 | 33,104 | 348,104 | | Maria Teresa Hilado | 128,750 | 205,000 | 9,382 | 343,132 | | Syed Jafry | 125,000 | 221,250 | 6,313 | 352,563 | | Sreelakshmi Kolli | 125,000 | 267,500 | 4,466 | 396,966 | | Devdatt Kurdikar | 110,000 | 260,000 | 927 | 370,927 | | Louis A. Shapiro | 110,000 | 260,000 | 1,584 | 371,584 |

  14. 2025 Director Compensation Table

    (1) Amounts include fees that were paid in cash plus fees that were voluntarily deferred at each director’s election under our Deferred Compensation Plan for Non-Employee Directors. As explained more fully below, compensation that a director elects to defer is credited to the director’s deferred compensation account as either treasury units, dollar units or deferred share units (“DSUs”) and will be paid in cash following the director’s retirement or other termination of service from the Board. (2) Represents the grant date fair value of the stock awards granted in 2025 to the non-employee directors, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). For these stock awards, the grant date fair value is the average of the high and low selling prices of our common stock on the New York Stock Exchange on the date of grant. All stock awards to directors are fully vested on the date of grant but are subject to mandatory deferral of settlement until the director’s termination of service from the Board, or later, as explained more fully below. (3) Amounts in this column represent the dollar value of dividend equivalents credited in the form of additional DSUs under the Deferred Compensation Plan for Non-Employee Directors. Dividend equivalents are credited at the same rate as cash dividends paid on our common stock. Mr. Begley's service on the Board ended on May 29, 2025. The following table sets forth the grant date fair value of annual grants of restricted stock units (“RSU”) and DSUs awarded to each director elected or reelected at the 2025 annual meeting of shareholders and the grant date fair value of DSUs granted during 2025 pursuant to the mandatory deferral provisions of the Deferred Compensation Plan for Non-Employee Directors.

  15. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth the compensation awarded to or earned by our NEOs for the years ended December 31, 2025, 2024, and 2023:

  16. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | Ivan Tornos | 2025 | 1,281,846 | — | 12,000,101 | 2,420,767 | — | 403,836 | 16,106,550 | | Chairman, President | 2024 | 1,236,923 | — | 11,750,148 | 1,738,495 | — | 267,301 | 14,992,867 | | and CEO | 2023 | 968,702 | — | 7,472,584 | 1,603,022 | — | 147,168 | 10,191,476 | | Suketu Upadhyay | 2025 | 906,780 | — | 4,000,104 | 1,141,636 | — | 163,284 | 6,211,805 | | CFO and EVP - Finance, | 2024 | 876,154 | — | 4,000,072 | 820,956 | — | 182,379 | 5,879,561 | | Operations and Supply Chain | 2023 | 801,839 | — | 8,375,128 | 1,054,435 | — | 153,527 | 10,384,929 | | Kevin Thornal(5) | 2025 | 405,385 | — | 5,300,085 | 505,275 | — | — | 6,210,746 | | Group President, Global | | | | | | | | | | Businesses and the Americas | | | | | | | | | | Jehanzeb Noor(6) | 2025 | 683,000 | 1,115,509 | 5,100,212 | 730,913 | 217,165 | 27,409 | 7,874,209 | | SVP, Chief Strategy, Business Development, | | | | | | | | | | Innovation and Transformation Officer | | | | | | | | | | Wilfred van Zuilen(7) | 2025 | 743,149 | — | 2,000,052 | 730,333 | 553,503 | 112,372 | 4,139,409 | | Group President, EMEA | 2024 | 666,296 | — | 1,800,130 | 709,543 | 209,072 | 98,790 | 3,483,831 | | | 2023 | 629,267 | — | 1,600,169 | 745,102 | 344,026 | 99,611 | 3,418,175 |

  17. 2025 SUMMARY COMPENSATION TABLE

    (1) The amounts in the “Stock Awards” column do not represent amounts the NEOs received or are entitled to receive; rather, the reported amounts represent the aggregate grant date fair value of stock awards granted in that year computed in accordance with ASC 718. For a discussion of the method of valuation and any assumptions made in the valuation of the stock awards, see Note 5 to the Consolidated Financial Statements included in our 2025 Form 10-K. We do not pay or accrue dividends or dividends equivalents on PRSUs or RSUs. The stock awards reported in the table with respect to 2025 consist of: (i) annual awards of PRSUs to all NEOs, which are subject to both internal (constant currency revenue growth and adjusted EPS growth) and market-related (relative TSR) performance goals over a three-year performance period; (ii) annual awards of three-year ratably vesting time-based RSUs to all NEOs (including Mr. Thornal, in connection with his hiring); (iii) the Noor PRSUs, which are subject to internal performance goals over a three-year performance period; and (iv) a new hire award of three-year ratably vesting time-based RSUs to Mr. Noor. PRSU awards represent the grant date fair value based upon the probable outcome of the performance conditions at the date of grant. Annual PRSUs awarded in 2025, 2024 and 2023 have the conditions and goals described above in this footnote, other than: (i) for Mr. Upadhyay, in 2023 he also received a promotion-related award of PRSUs subject to certain financial and organizational goals over two performance periods of October 1, 2023 to September 30, 2024 and October 1, 2024 to September 30, 2025; and (ii) the Noor PRSUs. The grant date fair value of the relative TSR component for all awards with such goal was determined using a Monte Carlo simulation model. The following table presents the grant date fair value of the PRSUs subject to performance conditions included in the “Stock Awards” column and the grant date fair value of these awards assuming that the highest level of performance conditions would be achieved.

  18. 2025 SUMMARY COMPENSATION TABLE

    | | 2025 PRSU Awards | | 2024 PRSU Awards | | 2023 PRSU Awards | | | Name | Grant Date Fair Value (Based on Probable Outcome) ($) | Grant Date Fair Value (Based on Maximum Performance) ($) | Grant Date Fair Value (Based on Probable Outcome) ($) | Grant Date Fair Value (Based on Maximum Performance) ($) | Grant Date Fair Value (Based on Probable Outcome) ($) | Grant Date Fair Value (Based on Maximum Performance) ($) | | Ivan Tornos | 6,000,028 | 12,000,056 | 5,875,100 | 11,750,199 | 3,762,635 | 7,525,270 | | Suketu Upadhyay | 2,000,045 | 4,000,090 | 2,000,056 | 4,000,111 | 6,687,563 | 13,375,126 | | Kevin Thornal | 2,650,019 | 5,300,038 | — | — | — | — | | Jehanzeb Noor(a) | 2,900,050 | 3,800,058 | — | — | — | — | | Wilfred van Zuilen | 1,000,022 | 2,000,045 | 900,025 | 1,800,050 | 800,056 | 1,600,112 |

  19. 2025 SUMMARY COMPENSATION TABLE

    (a) Mr. Noor received two PRSU awards in 2025. For the annual PRSUs, the Grant Date Fair Value (based on Probable Outcome) was $900,008 and the Grant Date Fair Value (based on Maximum Performance) was $1,800,016. For the Noor PRSUs, the Grant Date Fair Value (based on Probable Outcome) was $2,000,042 and the Grant Date Fair Value (based on Maximum Performance) was $2,000,042. (2) Amounts reported consist of the annual cash incentive award under the EPIP. Amounts reported represent the change in actuarial present value of Mr. van Zuilen’s accumulated benefit under the plans indicated below from December 31, 2024 to December 31, 2025, from December 31, 2023 to December 31, 2024, and from December 31, 2022 to December 31, 2023, respectively and of Mr. Noor’s accumulated benefit under the plans indicated below from March 5, 2025 to December 31, 2025. The accumulated benefit is the benefit to which each of Messrs. Noor and van Zuilen would be entitled had he terminated employment as of December 31 of the applicable year and elected to commence his benefit at the earliest age at which he would receive an unreduced benefit, assuming he had met the eligibility conditions, payable as a monthly benefit for as long as he lived.

  20. 2025 SUMMARY COMPENSATION TABLE

    | Name | Plan Name | 2025 ($) | 2024 ($) | 2023 ($) | | Jehanzeb Noor | SVE(a) | 22,439 | — | — | | | JJS(a) | 194,726 | — | — | | | Total | 217,165 | — | — | | Wilfred van Zuilen | SVE(b) | 148,719 | 86,647 | 63,665 | | | JJS(b) | 1,232,287 | 740,856 | 554,766 | | | Total | 1,381,006 | 827,503 | 618,431 |

  21. 2025 SUMMARY COMPENSATION TABLE

    (a) SVE and JJS refer to our defined benefit cash balance type pension plans generally available to all employees in Switzerland. The SVE provides benefits based on compensation up to $199,328 for 2025, and the JJS provides benefits based on compensation in excess of the SVE amount up to $1,150,057 for 2025. The assumed interest rate for 2025 is 1.35%. The mortality assumption for 2025 is based on the BVG 2020 Generational Mortality Table. The JJS has a maximum allowable monthly retirement pension of $9,584 for 2025. Mr. Noor has an accumulated benefit of $957 monthly under the JJS, payable at age 65, as of 2025. The reported amount is based upon the portion of the accumulated benefits attributable to company contributions. (b) The SVE provides benefits based on compensation up to $199,328, $167,070 and $181,729 for 2025, 2024 and 2023, respectively, and the JJS provides benefits based on compensation in excess of the SVE amount up to $ 1,150,057, $963,936, and $1,048,522 for 2025, 2024 and 2023, respectively. The assumed interest rates for 2025, 2024 and 2023 are 1.35%, 1.50%, and 1.50%, respectively. The mortality assumptions for 2025, 2024 and 2023 are based on the BVG 2020 Generational Mortality Table. The JJS has a maximum allowable monthly retirement pension of $9,584, $8,033, and $8,738 for 2025, 2024 and 2023, respectively. Mr. van Zuilen has an accumulated benefit of $5,105, $3,217 and $2,445 monthly under the JJS, payable at age 65, as of 2025, 2024, and 2023, respectively. (4) Amounts reported for 2025 include the following:

  22. 2025 SUMMARY COMPENSATION TABLE

    | | | I. Tornos ($) | S. Upadhyay ($) | K. Thornal ($) | J. Noor ($) | W. van Zuilen ($) | | Company matching contributions to 401(k) plan | | 21,000 | 21,000 | — | — | — | | Company matching contributions to deferred compensation plan (credited to participants’ accounts in 2026) | | 160,221 | 82,664 | — | — | — | | Non-business use of corporate aircraft(a) | | 178,842 | 38,857 | — | — | — | | Automobile allowance | | — | — | — | 27,409 | 33,213 | | Disability insurance premiums | | 2,520 | 3,263 | — | — | — | | Executive physical | | 8,065 | 5,500 | — | — | — | | Personal tax assistance | | 11,938 | 12,000 | — | — | 11,710 | | Corporate paid apartment | | — | — | — | — | 67,449 | | Security assessment(b) | | 21,250 | — | — | — | — | | | Total | 403,836 | 163,284 | — | 27,409 | 112,372 |

  23. 2025 SUMMARY COMPENSATION TABLE

    (a) Messrs. Tornos and Upadhyay are permitted limited personal use of our corporate aircraft, up to $190,000 and $50,000, respectively, in aggregate incremental cost to us per year. For purposes of the value disclosed in this proxy statement, we calculate incremental cost using a method that takes into account all variable costs, such as fuel, crew travel expenses, landing and parking fees and plane repositioning costs. Since we use our aircraft primarily for business travel, we do not include as part of incremental cost the fixed costs that do not change based on usage, such as pilot salaries, the purchase or leasing costs of our aircraft and the cost of maintenance. The incremental cost, if any, of travel by an NEO’s spouse or guests when accompanying the NEO is included. NEOs are responsible for the payment of any tax on any income imputed to the NEO as a result of personal use of corporate aircraft and we do not provide them with income tax gross-up payments. (b) We obtained a residential security assessment for Mr. Tornos' home in connection with a broader executive security assessment performed during 2025. (5) Mr. Thornal joined the company in July 2025. (6) Mr. Noor joined the company in March 2025. Mr. Noor’s compensation was paid in Swiss Francs and has been converted to U.S. Dollars using the average exchange rate for 2025 of 1 CHF = 1.2034 USD, rounded. Mr. van Zuilen’s compensation was paid in Swiss Francs and has been converted to U.S. Dollars using the average exchange rate for 2023, 2024 and 2025 of 1 CHF = 1.1450 USD, 1 CHF = 1.1355 and 1 CHF = 1.2034 USD, rounded, respectively.

  24. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table sets forth non-equity incentive plan arrangements and equity awards granted to our NEOs in 2025.

  25. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | | | | | | | | All Other Stock | | | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | Awards: Number | Grant Date | | | | Date of | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Shares | Fair Value | | | | Comp. | Plan Awards(1) | | | Plan Awards | | | of Stock | of Stock | | | Grant | Committee | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards(2) | | Name | Date | Action | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Ivan Tornos | | | 961,385 | 1,922,769 | 3,845,539 | | | | | | | Annual PRSU | 2/25/2025 | 2/24/2025 | | | | 28,167 | 56,333 | 112,666 | | 6,000,028 | | Annual RSU | 2/25/2025 | 2/24/2025 | | | | | | | 57,269 | 6,000,073 | | Suketu Upadhyay | | | 453,390 | 906,780 | 1,813,560 | | | | | | | Annual PRSU | 2/25/2025 | 2/24/2025 | | | | 9,389 | 18,778 | 37,556 | | 2,000,045 | | Annual RSU | 2/25/2025 | 2/24/2025 | | | | | | | 19,090 | 2,000,059 | | Kevin Thornal | | | 202,692 | 405,385 | 810,769 | | | | | | | Annual PRSU | 8/1/2025 | 5/13/2025 | | | | 15,237 | 30,474 | 60,948 | | 2,650,019 | | Annual RSU | 8/1/2025 | 5/13/2025 | | | | | | | 29,870 | 2,650,066 | | Jehanzeb Noor(3) | | | 290,275 | 580,550 | 1,161,101 | | | | | | | Sign-on PRSU | 4/1/2025 | 1/28/2025 | | | | 3,642 | 18,212 | 18,212 | | 2,000,042 | | Sign-on RSU | 4/1/2025 | 1/28/2025 | | | | | | | 11,744 | 1,300,061 | | Annual PRSU | 4/1/2025 | 1/28/2025 | | | | 3,994 | 7,988 | 15,976 | | 900,008 | | Annual RSU | 4/1/2025 | 1/28/2025 | | | | | | | 8,131 | 900,102 | | Wilfred van Zuilen(3) | | | 329,924 | 659,848 | 1,319,697 | | | | | | | Annual PRSU | 2/25/2025 | 2/24/2025 | | | | 4,695 | 9,389 | 18,778 | | 1,000,022 | | Annual RSU | 2/25/2025 | 2/24/2025 | | | | | | | 9,545 | 1,000,030 |

  26. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1) Amounts in the first line associated with each executive’s name consist of the cash incentive opportunity amounts under the EPIP for 2025. (2) The values reported in this column represent the grant date fair value of stock awards computed in accordance with ASC 718 and may differ from the values represented in the 2025 Summary Compensation Table due to rounding. See footnote 1 to the 2025 Summary Compensation Table for additional information regarding the determination of grant date fair value of stock awards. (3) Messrs. Noor and van Zuilen’s compensation is paid in Swiss Francs and has been converted to U.S. Dollars for purposes of this table using the average exchange rate for 2025 of 1 CHF = 1.2034 USD (rounded). Narrative Discussion Non-Equity Incentive Plan Awards. The non-equity incentive plan awards reflected in the first row of the table for each NEO in columns (c) through (e) represent the annual cash incentive opportunity under the EPIP for 2025. Material terms of the awards, including a discussion of the applicable performance measures and target and actual performance for 2025, are described in the CD&A. Amounts actually earned for 2025 performance are shown in column (g) of the 2025 Summary Compensation Table. Equity Incentive Plan Awards. The equity incentive plan awards reflected in columns (f) through (h) were granted under the 2009 Plan and represent PRSUs. For Messrs. Tornos, Upadhyay and van Zuilen, these PRSUs were the annual PRSU grant and had a grant date fair value of $106.51 per unit. These PRSUs are subject to internal performance goals (constant currency revenue growth and adjusted EPS growth) and market-related (relative TSR) performance goals over a three-year performance period. The grant date fair value of the annual PRSUs represents the weighted average fair value of the three PRSU tranches. For the constant currency revenue growth performance goal and for the adjusted EPS growth performance goal, the grant date fair value is based upon our stock price on the grant date and the time period to vest. For the market-related (relative TSR) performance goal, the performance period has a grant date fair value based upon a Monte Carlo simulation model covering the period. Messrs. Thornal and Noor were granted annual PRSUs as well, with grant date fair values of $112.67 and $86.96 per unit, respectively, and performance measures and vesting terms identical to those of the annual PRSU awards to Messrs. Tornos, Upadhyay and van Zuilen. Additionally, Mr. Noor was granted a sign-on PRSU award with a grant date fair value of $109.82 per unit and are subject to financial and organizational goals over the performance period from March 1, 2025 through March 31, 2028. The grant date fair value of those PRSUs is based on the weighted average value of the three PRSU tranches and is based upon our stock price on the grant date and the time period to vest. The material terms of the PRSUs, including applicable performance measures and targets, are described in the CD&A. We do not pay or accrue dividends or dividend equivalents on PRSUs. Other Stock Awards. The equity incentive plan awards reflected in column (i) were granted under the 2009 Plan and, for Messrs. Tornos, Upadhyay and van Zuilen, represent the annual grant of RSUs. The grant date fair value of these RSUs was $104.77 per unit. The equity incentive plan awards for Mr. Noor represent sign-on and annual grants of RSUs and the grant date fair value of both of these RSU awards was $110.70 per unit. The equity incentive plan award for Mr. Thornal represents his annual grants of RSUs and the grant date fair value of this RSU award was $88.72 per unit. We do not pay or accrue dividends or dividend equivalents on RSUs. Material terms of the RSUs are described in the CD&A.

  27. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table summarizes the outstanding equity awards held by the NEOs as of December 31, 2025.

  28. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price(2) ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Ivan Tornos | 2/18/2022 | 61,746 | — | 117.22 | 2/18/2032 | | | | | | | 2/25/2021 | 37,288 | — | 158.90 | 2/25/2031 | | | | | | | 2/21/2020 | 43,288 | — | 152.84 | 2/21/2030 | | | | | | | 2/26/2019 | 41,277 | — | 120.04 | 2/26/2029 | | | | | | | 12/3/2018 | 15,198 | — | 113.69 | 12/3/2028 | | | | | | | 12/3/2018 | 17,878 | — | 113.69 | 12/3/2028 | | | | | | | 2/25/2025 | | | | | | | 56,333(4) | 5,065,463 | | | 2/20/2024 | | | | | | | 46,177(5) | 4,152,236 | | | 2/25/2025 | | | | | 57,269(6) | 5,149,628 | | | | | 2/20/2024 | | | | | 31,991(7) | 2,876,631 | | | | Suketu Upadhyay | 2/18/2022 | 51,586 | — | 117.22 | 2/18/2032 | | | | | | | 2/25/2021 | 34,957 | — | 158.90 | 2/25/2031 | | | | | | | 2/21/2020 | 41,657 | — | 152.84 | 2/21/2030 | | | | | | | 7/1/2019 | 65,464 | — | 114.29 | 7/1/2029 | | | | | | | 2/25/2025 | | | | | | | 18,778(4) | 1,688,518 | | | 2/20/2024 | | | | | | | 15,720(5) | 1,413,542 | | | 2/25/2025 | | | | | 19,090(6) | 1,716,573 | | | | | 2/20/2024 | | | | | 10,890(7) | 979,229 | | | | Kevin Thornal | 8/1/2025 | | | | | | | 30,474(4) | 2,740,222 | | | 8/1/2025 | | | | | 29,870(10) | 2,685,910 | | | | Jehanzeb Noor | 4/1/2025 | | | | | | | 7,988(4) | 718,281 | | | 4/1/2025 | | | | | | | 18,212(8) | 1,637,623 | | | 4/1/2025 | | | | | 11,744(9) | 1,056,020 | | | | | 4/1/2025 | | | | | 8,131(9) | 731,140 | | | | Wilfred van Zuilen | 2/18/2022 | 21,885 | — | 117.22 | 2/18/2032 | | | | | | | 7/1/2021 | 41,445 | — | 157.11 | 7/1/2031 | | | | | | | 2/25/2025 | | | | | | | 9,389(4) | 844,259 | | | 2/20/2024 | | | | | | | 7,074(5) | 636,094 | | | 2/25/2025 | | | | | 9,545(6) | 858,286 | | | | | 2/20/2024 | | | | | 4,901(7) | 440,698 | | |

  29. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1) Stock options granted to the NEOs in 2022 vest in increments of one-third on each of the first, second and third anniversaries of the grant date, subject to continued employment. Stock options granted to the NEOs prior to 2022 vest 25% per year on each of the first, second, third and fourth anniversaries of the grant date, subject to continued employment. Option awards may vest on an accelerated basis after the NEO has held the award for at least one year if the NEO reaches age 60 or retires, or if the NEO’s employment is terminated involuntarily without cause and the NEO signs a general release of claims in favor of the company. (2) The option exercise price is equal to the average of the high and low selling prices of our common stock as reported by the New York Stock Exchange on the date of grant, as subsequently adjusted in connection with the March 1, 2022 spinoff of ZimVie Inc. The modified awards attempted to preserve the same intrinsic value and general terms and conditions (including vesting) as were in place immediately prior to the modification. (3) Market value is calculated by multiplying the number of units in column (g) or (i), as applicable, by $89.92, the closing price of our common stock as reported by the New York Stock Exchange on December 31, 2025. This number of unearned PRSUs is based on achieving target performance. To the extent any of the PRSUs is earned based on performance over the three-year period of January 1, 2025 through December 31, 2027, such earned PRSUs would vest on February 25, 2028. This number of unearned PRSUs is based on achieving target performance. To the extent any of the PRSUs is earned based on performance over the three-year period of January 1, 2024 through December 31, 2026, such earned PRSUs would vest on February 20, 2027. (6) These RSUs vest in thirds on each February 25, 2026, February 25, 2027 and February 25, 2028, subject to continued employment. (7) These RSUs vest in thirds on each of February 20, 2025, February 20, 2026 and February 20, 2027, subject to continued employment. (8) This number of unearned PRSUs is based on achieving target performance. To the extent any of these PRSUs is earned based on performance over the three-year period of April 1, 2025 through March 31, 2028, such earned PRSUs would vest on March 31, 2028. (9) These RSUs vest on thirds on each of April 1, 2026, April 1, 2027 and April 1, 2028, subject to continued employment. These RSUs vest on thirds on each of August 1, 2026, August 1, 2027 and August 1, 2028, subject to continued employment.

  30. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table sets forth certain information regarding stock options exercised by our NEOs in 2025 and RSUs held by our NEOs that vested in 2025.

  31. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | Stock Awards | | | | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(2)(3) | | Name | (#) | ($) | | (a) | (d) | (e) | | Ivan Tornos | 52,142 | 5,383,305 | | Suketu Upadhyay | 42,260 | 4,197,342 | | Kevin Thornal | — | — | | Jehanzeb Noor | — | — | | Wilfred van Zuilen | 16,418 | 1,666,570 |

  32. OPTION EXERCISES AND STOCK VESTED IN 2025

    (1) Value realized on exercise is calculated on the basis of the difference between the exercise price and the closing price of our common stock as reported by the New York Stock Exchange on the date of exercise, multiplied by the number of shares of common stock underlying the options exercised. (2) Includes, for all NEOs, RSUs that vested in 2025 and the 2023 PRSUs that were determined to be earned for the 2023-2025 performance period and vested in early 2026; additionally includes, for Mr. Upadhyay, the promotion-related PRSUs that were earned for the second performance running from October 1, 2024 to September 30, 2025 which vested in November 2025. (3) Value realized on vesting is calculated by multiplying the closing price of our common stock on the New York Stock Exchange on the date of vesting by the number of shares of common stock that vested.

  33. PENSION BENEFITS IN 2025

    PENSION BENEFITS IN 2025 The following table sets forth information on defined pension plans in which Messrs. Noor and van Zuilen participated in 2024. None of the other NEOs is eligible to, or does, participate in any defined benefit pension plans.

  34. PENSION BENEFITS IN 2025

    | Name | Plan Name(1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(2) ($) | | (a) | (b) | (c) | (d) | | Jehanzeb Noor | SVE | 0.82 | 22,439 | | | JJS | 0.82 | 194,726 | | Wilfred van Zuilen | SVE | 4.59 | 148,719 | | | JJS | 4.59 | 1,232,287 |

  35. PENSION BENEFITS IN 2025

    (1) The full name of the plan referred to as SVE is the Sulzer Vorsorgeeinrichtung. The full name of the plan referred to as JJS is the Johann Jakob Sulzer Stuftung. (1) The accumulated benefit is the benefit to which the NEO would be entitled had he terminated employment on December 31, 2025 and elected to commence his benefit at the earliest age at which he would receive an unreduced benefit, assuming he had met the eligibility conditions, payable as a monthly benefit for as long as he lived, with 60% of his benefit continuing to his surviving spouse following his death. The expected benefit payments are discounted using interest and mortality assumptions to produce the present value of the accumulated benefit as of December 31, 2025. The assumed interest rate is 1.35% and the mortality assumption is based on the BVG 2020 Generational Mortality Table. The reported amounts represent the portion of the accumulated benefits attributable to company contributions. Narrative Discussion During 2025, our U.S.-based NEOs were not eligible to participate in any defined benefit pension plans sponsored by the company. Non-U.S. Pension Plans. We maintain a number of pension plans for our employees whose principal place of employment is outside the U.S. These pension plans are governed, and in some cases mandated, by the laws of the applicable countries and can vary significantly from plan to plan. Messrs. Noor and van Zuilen participated in two cash balance defined benefit pension plans generally available to all employees in Switzerland, known as the SVE and the JJS. We contributed a percentage of the NEO’s pay, which varied by plan, into each of the SVE and the JJS. At the time of his retirement, the NEO may elect to receive his account balances in a lump sum payment, partial or full, or in an annuity payment up to a maximum limit, with any residual account balance paid as a lump sum. If the NEO terminates employment prior to becoming eligible for retirement benefits, he will receive his account balances in a lump sum payment.

  36. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    NONQUALIFIED DEFERRED COMPENSATION IN 2025

  37. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2)(3) ($) | Aggregate Earnings in Last FY(4) ($) | Aggregate Balance at Last FYE(3)(5) ($) | | (a) | (b) | (c) | (d) | (f) | | Ivan Tornos | | | | | | DCP | 163,836 | 160,221 | 180,661 | 1,136,979 | | Suketu Upadhyay | | | | | | DCP | 103,664 | 82,664 | (195,911) | 1,652,370 | | Kevin Thornal | — | — | — | — | | Jehanzeb Noor | — | — | — | — | | Wilfred van Zuilen | — | — | — | — |

  38. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    (1) Amounts shown in this column are reported in the 2025 Summary Compensation Table, as follows:

  39. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | | Amount Reported as Salary for 2025 | Amount Reported as Non-Equity Incentive Compensation for 2025 | | | ($) | ($) | | Ivan Tornos | | | | DCP | 163,836 | — | | Suketu Upadhyay | | | | DCP | 103,664 | — | | Kevin Thornal | — | — | | Jehanzeb Noor | — | — | | Wilfred van Zuilen | — | — |

  40. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    (2) The amounts shown in this column are reported in the 2025 Summary Compensation Table as part of All Other Compensation. (3) Our matching contributions to the DCP for 2025 reported in column (c) were not credited to participants’ accounts until 2026. Therefore, these matching contributions are not reflected in the aggregate balance at last fiscal year end in column (f). (4) The amounts shown in this column are not reported as compensation in the 2025 Summary Compensation Table as they do not represent above-market or preferential earnings on deferred compensation. (5) Of the amounts shown in this column (including any amounts that would be shown in this column absent a decrease in value), the following amounts are or were previously reported in the Summary Compensation Table:

  41. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | | Aggregate Amount Reported in the Summary Compensation Table of this and prior Proxy Statements | | | ($) | | Ivan Tornos | | | DCP | 781,832 | | Suketu Upadhyay | | | DCP | 1,421,654 | | Kevin Thornal | — | | Jehanzeb Noor | — | | Wilfred van Zuilen | — |

  42. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    Deferred Compensation Plan (“DCP”). We adopted the DCP effective as of January 1, 2016 and froze all other nonqualified defined contributions plans for employees as of December 31, 2015. The DCP provides U.S.-based executives with the opportunity to defer each year, on a pre-tax basis, up to 50% of base salary and up to 95% of annual incentive awards. To be effective, a participant must have made the election by December 31 of the year preceding the year in which the compensation was earned. We will match 100% of a participant’s contributions, up to a maximum of 6% of the participant’s aggregate base salary and annual incentive award, minus our matching contributions under the 401(k) plan. An executive must be employed on December 31 of the year the compensation was earned to be eligible to receive our matching contributions, unless termination of employment was due to the executive’s death, disability or retirement, as defined in the DCP. Our matching contributions vest 25% per year of service. The plan does not offer any above-market rates of return. Participants may select from various investment alternatives to serve as the measure of investment earnings on their accounts. Investment alternatives under this plan are slightly different than those offered under the 401(k) plan. During 2025, the investment alternatives included 16 different mutual funds from a number of different fund families. Our contributions follow the investment direction of participant contributions. Participants may change the investment direction of their existing account balances at any time by contacting the plan administrator. During 2025, the rates of return of the various investment alternatives available under the plan ranged from -2.70% to 34.49%. We do not hold contributions to the plan in a trust and, therefore, they may be subject to the claims of our creditors in the event of our bankruptcy or insolvency. When payments come due under the plan, we distribute cash from our general assets. The plan does not permit loans. During employment, the plan permits hardship distributions of vested amounts prior to the scheduled payment date only in the event of an unforeseeable emergency and only if the financial hardship resulting from the unforeseeable emergency cannot be relieved by other means, including cessation of deferrals under the DCP. If a participant receives a hardship distribution, the participant will be ineligible to defer compensation under the DCP for the remainder of that year and the following year. At the time a participant makes an annual deferral election, the participant also chooses a withdrawal payment date and the form of payment he or she wishes to receive with respect to the payment of the vested amounts attributable to those deferrals. A participant may choose to commence payments on a specified date in the future or following separation from service. If a participant elects to commence payments on a specified date in the future, the participant may elect to receive his or her vested amounts in a lump sum or in substantially equal annual installments over two to five years. If a participant elects to commence payments following separation from service, the participant may elect to receive his or her vested amounts in a lump sum or in substantially equal annual installments over five to 15 years. In accordance with Section 409A of the Code, payments are delayed six months following a participant’s separation from service. If an executive is terminated for cause (as defined under the DCP, including willfully engaging in conduct that is demonstrably and materially injurious to us or our subsidiaries, monetarily or otherwise), or information is discovered after the executive’s separation that would have allowed us to terminate the executive for cause, then the executive will forfeit any and all amounts in his or her company matching contribution account.

  43. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT |

  44. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    The table below reflects the estimated amount of compensation payable to each of the NEOs in the event of the termination of the NEO’s employment. The table shows the potential compensation payable to each NEO, as applicable, upon a termination in connection with a change in control, voluntary resignation, retirement, death, disability, company-initiated (with cause) termination and company-initiated (without cause) termination, assuming such termination was effective as of December 31, 2025. The table and footnotes exclude certain amounts payable pursuant to plans that do not discriminate in favor of executive officers and that are available generally to all salaried employees. The amounts shown are only estimates of the amounts that would be payable to the NEOs upon termination of employment and do not reflect tax positions we may take or the accounting treatment of such payments or limitations on payments and benefits arising under change in control severance agreements for U.S.-based NEOs to avoid the application of an excise tax under Section 280G of the Code. Actual amounts to be paid can only be determined at the time of separation.

  45. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | | Termination Scenario | | | | | | | | Compensation Components | Change in Control($) | Voluntary Resignation($) | Retirement($) | Death($) | Disability($) | Company- Initiated (with Cause)($) | Company- Initiated (without Cause)($) | | Ivan Tornos | | | | | | | | | Severance – Salary(1) | 3,876,000 | — | — | — | — | — | 2,584,000 | | Severance – Cash Incentive Award(2) | 5,814,000 | — | — | — | — | — | 3,876,000 | | 2025 Annual Cash Incentive Award(3) | 2,584,000 | — | — | — | — | — | — | | Stock Options (accelerated)(4) | — | — | — | — | — | — | — | | PRSUs and RSUs (accelerated)(5) | 20,925,384 | — | — | 3,799,507 | — | — | — | | DCP(6) | 1,136,979 | 1,136,979 | 1,136,979 | 1,136,979 | 1,136,979 | 591,178 | 1,136,979 | | Health and Welfare(7) | 79,244 | — | — | — | — | — | 78,356 | | Disability(8) | — | — | — | — | 12,141,915 | — | — | | Outplacement(9) | 25,000 | — | — | — | — | — | 25,000 | | Suketu Upadhyay | | | | | | | | | Severance – Salary(1) | 1,827,228 | — | — | — | — | — | 913,614 | | Severance – Cash Incentive Award(2) | 1,882,044 | — | — | — | — | — | — | | 2025 Annual Cash Incentive Award(3) | 941,022 | — | — | — | — | — | — | | Stock Options (accelerated)(4) | — | — | — | — | — | — | — | | PRSUs and RSUs (accelerated)(5) | 7,361,112 | — | — | 1,389,020 | — | — | — | | DCP(6) | 1,652,370 | 1,652,370 | 1,652,370 | 1,652,370 | 1,652,370 | 450,543 | 1,652,370 | | Health and Welfare(7) | 64,581 | — | — | — | — | — | 31,846 | | Disability(8) | — | — | — | — | 4,700,582 | — | — | | Outplacement(9) | 25,000 | — | — | — | — | — | 25,000 | | Kevin Thornal | | | | | | | | | Severance – Salary(1) | 1,700,000 | — | — | — | — | — | 850,000 | | Severance – Cash Incentive Award(2) | 1,700,000 | — | — | — | — | — | 1,700,000 | | 2025 Annual Cash Incentive Award(3) | 850,000 | — | — | — | — | — | — | | Stock Options (accelerated)(4) | — | — | — | — | — | — | — | | PRSUs and RSUs (accelerated)(5) | 4,142,603 | — | — | — | — | — | — | | DCP(6) | — | — | — | — | — | — | — | | Health and Welfare(7) | 66,142 | — | — | — | — | — | 32,627 | | Disability(8) | — | — | — | — | — | — | — | | Outplacement(9) | 25,000 | — | — | — | — | — | 25,000 | | Jehanzeb Noor(10) | | | | | | | | | Severance – Salary(1) | 1,660,629 | — | — | — | — | — | 830,314 | | Severance – Cash Incentive Award(2) | 1,411,534 | — | — | — | — | — | 1,411,534 | | 2025 Annual Cash Incentive Award(3) | 830,314 | — | — | — | — | — | — | | Stock Options (accelerated)(4) | — | — | — | — | — | — | — | | PRSUs and RSUs (accelerated)(5) | 5,425,529 | — | — | — | — | — | — | | Swiss Pension Plans(11) | | | | | | | | | SVE | 17,600 | 17,600 | 22,439 | 17,600 | 17,600 | 17,600 | 17,600 | | JJS | 152,434 | 152,434 | 194,726 | 152,434 | 152,434 | 152,434 | 152,434 | | Health and Welfare(7) | 13,705 | — | — | — | — | — | — | | Disability(8) | — | — | — | — | — | — | — | | Outplacement(9) | 25,000 | — | — | — | — | — | 25,000 | | Wilfred van Zuilen(10) | | | | | | | | | Severance – Salary(1) | 1,248,576 | — | — | — | — | — | 751,239 | | Severance – Cash Incentive Award(2) | 1,123,718 | — | — | — | — | — | 1,352,231 | | 2025 Annual Cash Incentive Award(3) | 751,239 | — | — | — | — | — | — | | Stock Options (accelerated)(4) | — | — | — | — | — | — | — | | PRSUs and RSUs (accelerated)(5) | 3,520,426 | — | — | 634,944 | — | — | — | | Swiss Pension Plans(11) | | | | | | | | | SVE | 126,257 | 126,257 | 148,719 | 126,257 | 126,257 | 126,257 | 126,257 | | JJS | 1,048,214 | 1,048,214 | 1,232,287 | 1,048,214 | 1,048,214 | 1,048,214 | 1,048,214 | | Health and Welfare(7) | 52,346 | — | — | — | — | — | — | | Disability(8) | — | — | — | — | — | — | — | | Outplacement(9) | 25,000 | — | — | — | — | — | 25,000 |

  46. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    Amount shown in “Change in Control” column represents three times (for Mr. Tornos) or two times (for each of Messrs. Upadhyay, Thornal, Noor and van Zuilen) the NEO’s base salary in effect as of December 31, 2025, which amount would have been payable in the event of a change in control of us and the NEO’s termination of employment by us without cause or by the NEO with good reason pursuant to the change in control severance agreements we have with each of the NEOs. See the narrative that follows this table for a description of the change in control severance agreements. Amount shown in “Company-Initiated (without Cause)” column represents two times (for Mr. Tornos) or one times (for each of Messrs. Upadhyay, Thornal, Noor and van Zuilen) the NEO’s base salary in effect as of December 31, 2025, which amount would have been payable pursuant to the terms of our Executive Severance Plan in the event of the NEO’s involuntary termination of employment without cause on December 31, 2025. See the narrative that follows this table for a description of the Executive Severance Plan. Amount shown in “Change in Control” column represents three times (for Mr. Tornos) or two times (for each of Messrs. Upadhyay, Thornal, Noor, and van Zuilen) the NEO’s target incentive award opportunity percentage under the 2025 annual cash incentive plan multiplied by the NEO’s base salary as of December 31, 2025, which amount would have been payable in the event of a change in control of us and the NEO’s termination of employment by us without cause or by the NEO with good reason pursuant to the change in control severance agreement we have with each of the NEOs. Amount shown in “Company-Initiated (without Cause)” column represents two times (for Mr. Tornos) or one times (for each of Messrs. Upadhyay, Thornal, Noor, and van Zuilen) the NEO’s target incentive award opportunity percentage under the 2025 annual cash incentive plan multiplied by the NEO’s base salary as of December 31, 2025, which severance would have been payable pursuant to the terms of our Executive Severance Plan in the event of his involuntary termination of employment without cause on December 31, 2025. Amount represents the amount payable to the NEO under the annual cash incentive plan for 2025 assuming the NEO terminated employment effective December 31, 2025 as a result of the specified termination event. Amount in “Change in Control” column represents the NEO’s target award under the EPIP for 2025 as reported in column (d) of the “Grants of Plan-Based Awards in 2025” table. Amounts in “Death” and “Disability” columns represent actual amounts earned for 2025, as reported in column (g) of the 2025 Summary Compensation Table. (4) Amount represents the value of unvested stock options held by the NEO that would vest as a result of the specified termination event. This value is calculated on the basis of the difference between the exercise price and $89.92, the closing price of our common stock on the New York Stock Exchange on December 31, 2025, multiplied by the number of shares of common stock underlying “in-the-money” options. (5) Amount represents the value of unvested PRSUs and RSUs, as applicable, held by the NEO that would vest as a result of the specified termination event. For all NEOs this value is calculated by multiplying the number of unvested units that would vest by $89.92, the closing price of our common stock on the New York Stock Exchange on December 31, 2025. (6) For all columns other than “Change in Control” and “Company Initiated (with Cause)”, amount represents the NEO’s vested account balance in the DCP as of December 31, 2025. Amount in “Change in Control” column represents the NEO’s vested account balance in the DCP plus unvested employer contributions as of December 31, 2025. Amount in “Company Initiated (with Cause)” column represents the NEO’s vested account balance in the DCP minus all employer contributions and earnings attributable thereto as of December 31, 2025. U.S.-based executives are generally eligible to participate in the DCP. See “NONQUALIFIED DEFERRED COMPENSATION IN 2025 – Narrative Discussion – Deferred Compensation Plan (“DCP”)” for more information about this plan, including available forms of payment and material conditions applicable to receipt of payments. (7) Amount shown in “Change in Control” column represents the estimated cost of health and welfare benefits to be provided to the NEO in the event of a change in control and qualifying termination of employment under the change in control severance agreements we have with each of the NEOs. With respect to Mr. van Zuilen, the reported amount also includes estimated automobile-related and apartment rent expenses for the six month statutory notice period under Swiss law. Amount shown in the “Company-Initiated (without Cause)” column represents the then-current monthly COBRA premium based upon the group health insurance (medical and dental, but excluding vision) in effect the day before the assumed date of termination of employment of December 31, 2025, multiplied by 24 for Mr. Tornos, and by 12 for the other NEOs, as provided for by the Executive Severance Plan. (8) U.S.-based executives are generally eligible to participate in our Long-Term Disability Income Plan for Highly Compensated Employees. The amount for each of Messrs. Tornos, Upadhyay and Thornal represents the present value of his benefit under the plan assuming he became disabled effective December 31, 2025. Under the plan as in effect as of that date, a participant would be entitled to a monthly benefit equal to 70% of his monthly base earnings (including salary, the average of the annual incentive earned for the year preceding the date of disability and the target annual bonus for the year in which the disability occurred, and sales commissions, as applicable) reduced by the benefits payable under our base long-term disability insurance plan, supplemental insurance policy and certain other sources of income (including social security disability benefits). Benefits would be payable until the earliest of the following: (1) the date the participant ceases to be totally disabled; (2) the date the participant accepts or refuses a job we offer to him at a salary at least equal to that which he was earning immediately prior to becoming disabled; or (3) the participant’s 65th birthday (or a later date if benefits commenced under the plan after the participant reached age 631/2). The present value was determined by discounting the expected benefit payments using an interest rate of 5.32% and a mortality table for disabled employees. The present value excludes benefits payable under our base long-term disability insurance plan, which does not discriminate in favor of executive officers and is available generally to all salaried employees. The present value does include the benefit payable under the insured, supplemental insurance policy because that benefit is paid for by us, but is not available to all salaried employees. (9) Amount represents the estimated cost of outplacement services to be provided to the NEO in the event of termination of employment as a result of the specified termination event. (10) Messrs. Noor and van Zuilen’s compensation is paid in Swiss Francs and has been converted to U.S. Dollars for purposes of this table using the average exchange rate for 2025 of 1 CHF = 1.2034 USD (rounded). With respect to these Swiss pension plans, amounts shown in the “Retirement” column represent the present value of Mr. Noor's or Mr. van Zuilen’s accumulated benefit commencing at age 65. For all other termination scenarios, amounts shown represent the value of the cash balance account as of December 31, 2025. Reported amounts are based upon the portion of the accumulated benefit and cash balance account attributable to company contributions.

  47. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | CHANGE IN CONTROL ARRANGEMENTS |

  48. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    We have entered into change in control severance agreements with the NEOs. The agreements provide the NEOs with certain severance benefits following a change in control of us and qualifying termination of their employment. The agreements are intended to encourage executives to remain employed with us during a time when their prospects for continued employment following a transaction may be uncertain (since many transactions result in significant organizational changes at the executive level). We choose to provide these agreements to promote a stable executive team and so that executives will remain focused on shareholders’ and customers’ interests during the transition process. To receive the severance benefits provided under the agreements, an executive must sign a general release of any claims against us. We do not believe NEOs should receive severance benefits merely because a change in control transaction occurs. Therefore, our agreements have a “double trigger.” This means that severance benefits are provided only upon the occurrence of both a change in control of us and either (1) an involuntary termination of employment without “cause” (as defined in the agreement) or (2) a voluntary termination of employment with “good reason” (as defined in the agreement). If both triggers occur, the NEO would be provided with severance benefits that would include a lump sum payment equal to three times (in the case of Mr. Tornos) or two times (in the case of each of Messrs. Upadhyay, Thornal, Noor, and van Zuilen) the sum of the NEO’s base salary and target annual incentive award. In addition, the NEO would receive a payout of any unpaid incentive compensation allocated or awarded to the NEO for the completed calendar year preceding the date of termination and a pro rata portion to the date of termination of the aggregate value of all contingent incentive compensation awards to the NEO for the current calendar year. If prior to a change in control, the NEO’s employment is terminated without cause at the direction of a person who has entered into an agreement with us, the consummation of which would constitute a change in control, or by the NEO for good reason, the NEO would be entitled to a lump-sum severance payment equal to three times (in the case of Mr. Tornos) or two times (in the case of each of Messrs. Upadhyay, Thornal, Noor, and van Zuilen) the sum of the NEO’s base salary and the amount of the largest aggregate annual bonus paid to the NEO during the three years immediately prior to the year in which the termination occurred. In addition, the NEO would receive a payout of any unpaid incentive compensation allocated or awarded to the NEO for the completed calendar year preceding the date of termination, provided that the performance conditions applicable to such incentive compensation are met, and an amount equal to a pro rata portion to the date of termination of the average annual award paid to the NEO under our incentive compensation plans during the three years immediately prior to the year in which the notice of termination was given. Further, unless otherwise provided for under a written award agreement, (1) all outstanding stock options granted to the NEO would become immediately vested and exercisable, (2) all time-based restrictions on RSUs would immediately lapse, and (3) with respect to PRSUs, the number of units that would be earned would be the greater of (a) the target number, or (b) the number that would have been earned based on actual performance through the date of the change in control. Each U.S.-based NEO would receive a cash amount equal to the unvested portion, if any, of our matching contributions (and attributable earnings) credited to him under the 401(k) plan and the DCP, as well as a lump-sum payment equal to two times the annual value for life and health (including medical and dental) insurance benefits and any applicable perquisites prior to termination. Given that none of our U.S.-based NEOs has an employment agreement with us, we have concluded that a constructive termination severance trigger is appropriate to prevent potential acquirers from causing the constructive termination of an NEO’s employment to avoid paying any severance benefits at all. Without a constructive termination trigger, following a change in control, an acquirer could materially demote an NEO, materially reduce his or her salary and reduce or eliminate his or her annual bonus opportunity in order to encourage the NEO to resign voluntarily and thereby avoid paying severance. Thus, our agreements provide certain benefits for NEOs in the event of a voluntary termination for “good reason” (as defined in the agreements). None of the change in control severance agreements with the NEOs includes any tax gross-up provisions. Prior to 2024, all payments and benefits under the change in control severance agreements for our U.S.-based NEOs were limited to less than the amount which would subject such payments and benefits to the excise tax under Section 280G of the Internal Revenue Code. However, in February 2024, we amended our change in control severance agreements with our executive officers so that, if amounts payable to an executive under the change in control severance agreement or otherwise in connection with a change in control would be subject to such excise tax, then the value of those payments will either (i) be reduced to the extent necessary so that the payments will not trigger that excise tax, or (ii) be paid in full, depending on which course of action would result in the better net after-tax result for the executive, taking into account the excise tax and any other applicable tax.

  49. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | Executive severance plan |

  50. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    The Zimmer Biomet Holdings, Inc. Executive Severance Plan is applicable to certain members of our executive leadership team, which includes all of the NEOs. Under the Executive Severance Plan, following a termination by the company of a participant’s employment, unless his or her employment is terminated for misconduct or any of the other reasons specified in the Executive Severance Plan, a participant will be eligible to receive a lump-sum severance amount equal to two times (for the Chairman, President and CEO) or one times (for the other NEOs) the sum of (i) the participant’s annualized base salary in effect when the termination occurs and (ii) the participant’s target annual bonus amount in effect when the termination occurs. Participants eligible to receive severance benefits under the Executive Severance Plan and who are covered under COBRA will also be eligible to receive a lump-sum amount equal to the then-current monthly COBRA premium (for medical and dental insurance only) in effect the day prior to the separation date, multiplied by 24 for the Chairman, President and CEO and by 12 for the other NEOs. Eligible participants will also be offered outplacement services with a value not to exceed $25,000, or an equivalent cash benefit in the plan administrator’s discretion. In addition to the foregoing benefit amounts, if a participant’s employment is terminated on or after January 1 but prior to the payment date for bonuses related to the previous calendar year under the annual cash incentive plan, and the participant was eligible to participate in the annual cash incentive plan immediately prior to the separation and is entitled to severance benefits under the Executive Severance Plan, the participant’s severance benefit under the Executive Severance Plan will be increased by the value of the bonus the participant would have received under the annual cash incentive plan, if any, had the participant remained employed on the payment date. In order to receive benefits under the Executive Severance Plan, a participant must sign a general release of claims and continue to be bound by the terms of his or her non-competition agreement with us. If a participant violates or breaches any term of the Executive Severance Plan or the general release or any restrictive covenant agreement with us, or if facts are later disclosed or discovered that could have supported the participant’s termination for cause and would have rendered the participant ineligible to receive severance benefits under the Executive Severance Plan, then the participant will forfeit any and all rights to benefits under the Executive Severance Plan and, to the extent benefits have already been paid to the participant, must repay the full amount within 15 days of written notice from us.

  51. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | NON-COMPETE ARRANGEMENTS |

  52. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    We have entered into Confidentiality, Non-Competition and Non-Solicitation Agreements with the NEOs. Agreements with U.S.-Based NEOs. The agreements with U.S.-based NEOs provide that the NEO is restricted from competing with us for a period of two years, in the case of Mr. Tornos, or 18 months, in the case of the other U.S.-based NEOs, following termination of employment within a specified territory, which generally includes every country in which we have significant operations. With respect to U.S.-based NEOs other than Mr. Tornos, in the event of an NEO’s involuntary separation from employment with us for a reason that renders the NEO eligible for severance benefits, then, to the extent the NEO is denied, solely because of the provisions of the non-competition agreement, a specific employment, consulting or other position that would otherwise be offered to the NEO by a competing organization, and provided the NEO satisfies all conditions of the non-competition agreement, then upon expiration of the NEO’s severance benefit period, the company will make monthly payments to the NEO for each month the NEO remains unemployed through the end of the non-competition period. These monthly payments will equal the lesser of the NEO’s monthly base pay at the time of his or her separation of employment from the company or the monthly compensation that would have been offered to the NEO from the competing organization. Agreements with Messrs. Noor and van Zuilen. Our agreement with Mr. Noor is similar to our agreements with U.S.-based NEOs except that the specified territory in which he is restricted from competing with us is defined as any business with an effect in the U.S. and EMEA, or any other country for which he possesses knowledge of company confidential information. Our agreement with Mr. van Zuilen is similar to our agreements with U.S.-based NEOs except that the specified territory in which he is restricted from competing with us is defined as any business with an effect in EMEA, or any other country for which he possesses knowledge of company confidential information.

  53. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | PAY VERSUS PERFORMANCE |

  54. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    The following table reports the compensation of our Principal Executive Officers (“PEOs”) and the average compensation of the other NEOs (the “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” (“CAP”) as calculated pursuant to rules adopted by the SEC. CAP amounts for purposes of the tabular disclosure and the following graphs were calculated in accordance with Item 402(v) of Regulation S-K and do not necessarily represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The Compensation and Management Development Committee does not use CAP as the basis for making its compensation decisions. For information concerning the Compensation and Management Development Committee’s compensation philosophy and how the Compensation and Management Development Committee aligns executive compensation with financial performance, refer to the CD&A section of this proxy statement.

  55. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure(6) | | Year(1) | Summary Compensation Table Total for Former PEO | Compensation Actually Paid to Former PEO(2) | Summary Compensation Table Total for Current PEO | Compensation Actually Paid to Current PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (Loss)($ in millions)(5) | Consolidated Constant Currency Revenue ($ in millions) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $— | $— | $16,106,550 | $12,572,570 | $6,109,042 | $5,806,286 | $62.66 | $126.87 | $705 | $8,043 | | 2024 | $— | $— | $14,992,868 | $9,243,893 | $3,891,156 | $1,952,453 | $72.89 | $117.15 | $903.8 | $7,689 | | 2023 | $12,761,312 | $(19,161,122) | $10,191,476 | $10,289,429 | $5,015,400 | $4,694,059 | $83.26 | $105.60 | $1,024.0 | $7,353 | | 2022 | $16,449,105 | $20,502,180 | $— | $— | $4,689,197 | $5,650,800 | $86.56 | $96.84 | $231.4 | $7,160 | | 2021 | $14,983,532 | $(1,094,956) | $— | $— | $4,235,857 | $1,320,366 | $82.98 | $119.35 | $401.6 | $7,809 |

  56. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    (1) The current PEO is Mr. Tornos, who began serving as PEO on August 22, 2023, and the former PEO is Bryan Hanson, who served as PEO for each of 2021 and 2022, and for 2023 until August 22, 2023. The Non-PEO NEOs for the applicable years were as follows: 2025: Messrs. Upadhyay, Thornal, Noor and van Zuilen 2024: Messrs. Upadhyay, Bezjak, Yi and van Zuilen. 2023: Messrs. Upadhyay, Yi, van Zuilen and Phipps. 2022: Messrs. Upadhyay, Tornos, Yi and Phipps. 2021: Messrs. Upadhyay, Tornos, Yi and van Zuilen. (2) The Summary Compensation Table total reported for the PEO for 2025 was subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate CAP:

  57. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | Year | 2025 | | Summary Compensation Table Total | $16,106,550 | | Summary Compensation Table Stock Awards and Option Awards | $(12,000,101) | | Summary Compensation Table Change in Pension Value | $— | | Year End Fair Value of Equity Awards Granted in the Covered Year | $11,439,891 | | Change in Fair Value at the End of the Covered Year from the End of the Prior Year of Equity Awards Granted in Prior Years that were Unvested at the End of the Covered Year | $(2,922,835) | | Change in Fair Value at Vesting Date from the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year | $(50,935) | | Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | $— | | Pension Service Costs | $— | | Compensation Actually Paid | $12,572,570 |

  58. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    The Average Summary Compensation Table total reported for the Non-PEO NEOs for 2025 was subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate Average CAP:

  59. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    | Year | 2025 | | Summary Compensation Table Total | $6,109,042 | | Summary Compensation Table Stock Awards and Option Awards | $(4,100,113) | | Summary Compensation Table Change in Pension Value | $(192,667) | | Year End Fair Value of Equity Awards Granted in the Covered Year | $4,306,593 | | Change in the Fair Value at the End the of Covered Year from the End of the Prior Year of Equity Awards Granted in Prior Year that were Unvested at the End of the Covered Year | $(370,955) | | Change in Fair Value at Vesting Date from the End of the Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year | $(89,931) | | Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | $— | | Pension Service Costs | $144,317 | | Compensation Actually Paid | $5,806,286 |

  60. NONQUALIFIED DEFERRED COMPENSATION IN 2025

    Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2020. As permitted by SEC rules, the peer group referenced for purposes of the TSR comparison is the group of companies included in the S&P 500 Health Care Equipment Index, which is the industry index we used for purposes of Item 201(e) of Regulation S-K. (5) Net Income (Loss) reflects the Net Earnings (Loss) of Zimmer Biomet Holdings, Inc., inclusive of results from those discontinued operations relating to the spinoff of ZimVie Inc. on March 1, 2022. (6) The company has identified consolidated constant currency revenue from the tabular list of 2025 Most Important Measures below as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link CAP to the PEO and the Non-PEO NEOs in 2025 to the company’s performance. See Appendix A in this proxy statement for a reconciliation of consolidated constant currency revenue, a non-GAAP measure, to the most directly comparable GAAP measure.

  61. Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance The table below reflects the most important measures used by the company to link CAP to our NEOs for 2024 to company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see the CD&A.

  62. Tabular Disclosure of the Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | 2025 Most Important Measures (Unranked) | | | ● Consolidated constant currency revenue | ● Consolidated free cash flow | | ● Adjusted operating profit | ● Adjusted EPS growth |

  63. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between company total shareholder return and that of the industry index peer group described above. As noted above, CAP amounts for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not necessarily represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. See Appendix A in this proxy statement for a reconciliation of consolidated constant currency revenue, a non-GAAP measure, to the most directly comparable GAAP measure.

  64. Relationship Between Compensation Actually Paid and Performance Measures

    | 2025 CEO PAY RATIO |

  65. Relationship Between Compensation Actually Paid and Performance Measures

    As required by Item 402(u) of Regulation S-K of the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for 2025.

  66. 16. What happens if a nominee for director declines the nomination or is unable to serve?

    16. What happens if a nominee for director declines the nomination or is unable to serve? If that happens, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy, or, if no substitute has been nominated, for the remaining nominees, leaving a vacancy, or the Board may reduce its size. The Board has no reason to believe that any of the nominees will be unable or decline to serve if elected.